Spider-Man New Day
by GoldenMouse7
Summary: Set after Endgame. Peter Parker tries to be the best Hero he can be while balancing new friendships and new enemies all in a world without Tony Stark. First five chapters being edited and updated due to formatting issues.
1. Chapter 1

**Hey Guys and Gals GoldenMouse here with my first story ever.**** I would greatly appreciate any review y'all could leave me. Hope ya'll enjoy Chapter 1!**

**Update as of 04/25/20. Thanks to you guys feedback I will be going back through and editing these first five chapters before I continue with more. I really appreciate y'all's reviews and advice with for my formatting.**

Fire. "Why did it have to be fire?" Peter thought to himself as he swung in towards the burning skyscraper.

He had been on his way to school when he heard the sirens. He knew there would be hell to pay from Aunt May for missing another 1st period, but duty called and Spider-Man had to answer. Now though as he was arriving on scene he was starting to wish he had just gone to chemistry.

Fires didn't always bother him this much or at least they didn't use to. Most of his early work as a hero was rescuing trapped civilians from the many random blazes that sprung up over Queens. Nowadays though they brought up memories he'd rather avoid.

"Alright you've got this Parker" he thought as he landed in a crouch next to the head firefighter. "Yo Chief need a hand?" the spider asked as he stood up.

"Spider-Man thank God you're here!" exclaimed the older man.

Peter gave him a quick once over he looked to be about Forty with an extremely well groomed handlebar mustache. While the teenage part of him wanted to comment on the stache the Hero part of him won out and he immediately rattled off two questions. " How long has it been burning, and is anyone still trapped inside?"

"Building went up about two hours ago and we believe there is at least one family trapped on the fifth floor. The stairway is blocked and my guys can't get through."

Peter grimaced beneath the mask "Not good"

A building of this size burning for two hours could come down any minute he had to get those people out now. He nodded to the older man and without another word shot a web up to one of the fifth story windows. As he burst thru the glass he was immediately assaulted with clouds of smoke and ash.

Suddenly he was back surrounded by smoke and and bodies both alien and human, the landscape burning around him as he stared down at the unblinking eyes of.. "NO not right now keep it together Pete" he screamed to himself.

After shaking himself out of his stupor he managed to cough out " Karen activate mask filtration" and was relieved to find that the air became easier to breath. After a few calming breaths he had Karen begin searching for signs of life.

"Peter I detect three people huddled six rooms to your left, one appears to be unconscious." The AI rattled off in her semi monotone.

The hero immediately rushed to the door and kicked it down shattering it with his spider strength. He stepped in and saw what was once probably a nice living room was now a hellish inferno. He called out for the people Karen had described but got no response.

He stepped further into the apartment searching the kitchen but still finding no one. It was then that he was able to just barely hear the faint sound of someone crying over the roar of the blaze. He identified the room the noise was coming from and quickly opened the door, finding two kids a boy and a girl no older the eight or nine and their unconscious father.

Four terrified eyes suddenly shot towards him and luckily they seemed to recognize him. The girl who looked to be the older of the two ran over and began talking much to fast to understand and gesturing wildly toward her father. The only words Peter managed to grasp were bleeding and asleep. As he examined the man he realized what she was talking about, his forehead had a nasty gash in it that looked as if it had come from a piece of debri on the ground next to them.

He began to reassure the kids that he was going to get everyone out when all the hairs on the back of his neck stood on end he felt as if an alarm was firing off in his brain.

That's when he then felt the rumble. "Shit no time for gentle" he thought as he scooped up the two kids in one arm and slung the dad over the opposite shoulder and jumped out the window just as the floor began to collapse.

Screaming. Everything was screaming, the wind thru his ears, the children clinging onto him for dear life, the hundreds of spectators on the ground, and his leg as the hot shard of steel sunk into his calf. Knowing he wouldn't be able to stick the landing with the leg wound so he made a call.

He quickly tossed both kids and their father into the air weaving a net of webbing underneath them for a safe catch, and prepared himself for a rough landing. He hit the ground in a roll that lasted for several feet before coming to a hard stop against a toyota.

"Ow ow ow' he squeaked out repeatedly as he pulled himself shakily to his feet.

He then watched as the building collapsed to the ground with an echoing boom. He started to make his way over to check with the Mustachioed firefighter from before but was stopped by an alert from Karen.

"Peter I am detecting multiple lacerations to your left leg and a possible concussion you require medical attention" his trusty suit lady stated almost worriedly.

That was definitely not what the teen wanted to hear. Now aunt may was definitely going to kill him.

"Alright Karen I'll head home for the first aid kit" he said tiredly.

That plan was sadly derailed with the AI's next statement of " I'm detecting three pieces of shrapnel in your left calf from the buildings collapse you need a medical professional to remove them"

The spider powered teen groaned "Crap baskets, well this is shaping up to be a terrible day" He then sighed accepting his fate.

"Alright Karen call Happy for me." After a few rings the words "Go for Happy" rang out over his suits comms.

"Hey Hap you busy?" Peter asked with a wince expecting a quick dismissal and subsequent hang up.

He was then surprised to hear Happy respond with "Not for you Kid what's up?"

After a moment to get over his pleasant shock at the kind words, he relayed his predicament to the older man.

"Sounds rough Pete, you alright?" The older man asked.

"I've had worse but Karen says the shrapnel is too deep for me to get myself so I was hoping you could set me up with a doc who could fix me up"

The line was silent for a moment as Peter waited for a response and he thought he heard a woman's voice in the background before Happy finally returned with. "Uuuh yeah Pete that should be fine I got the email last week that the med bay at the compound had finished reconstruction and was up and running."

Peter sighed mentally. He had been doing his absolute best to avoid having to go back to the compound. The teen knew he'd have to go back eventually he was officially an Avenger now after all, but he'd been hoping he could put it off a little while longer he just didn't feel ready yet.

"And based on my freak out during the fire earlier I'm most definitely not ready" he thought to himself darkly.

The last thing he needed was to have a panic attack in front of the Earth's Mightiest Heroes because he had another flashback, and if a little smoke and ash brought one on then going back to the place where he actually watched Mr. Stark..

"PETER"

He was suddenly startled out of his depressing thoughts by a sudden interjection from Happy.

"Hey kid.. Pete you still there? You ok? You didn't like pass out from blood loss did you?"

"No Happy I'm fine" the teen hero responded. "Just got a little distracted. Yeah the compound is fine could you send transport I don't think I'll be able to swing all the way upstate with a bum leg."

"I've already got a car en route to your suits GPS signal should be to you in ten." Happy responded.

Peter sighed as he gingerly leaned back against the toyota he crashed into earlier to wait for his ride. The car was definitely totaled and he found himself wondering who was gonna pay for it when he was brought out of his musings by a question from Happy that filled him with dread. "So do you wanna tell May or should I?" Peter sighed.

"Crap baskets."

**Updated as of 04/25/20**

**Hey y'all shameless plug here. If you like how this chapter was done and you're a fan of Naruto please pop on over to my other Fic A Debt Unpaid. **


	2. Chapter 2

**Hey Guys and Gals. Chapter two is here and I feel like it is way better than chapter one. Please Review I want to know what y'all think about the story so far. Happy Reading!**

**Updated as of 04/25/20**

Silence, Peter decided, truly was golden.

Well at least it was when you had a massive migraine from a concussion you received from falling fifty feet into a parked car. Which was why the teen was perfectly fine sitting silently in the back seat while the stoic buzz cut federal agent type dude that Happy had sent to pick him up kept his eyes straight on the road and barely acknowledged the teenaged hero's presence.

Normally Peter would take this as an opportunity to annoy the absolute crap out of the man until he cracked, but due to the aforementioned concussion,the throbbing in his left leg, and the fifteen minute lecture he had just received from Aunt May he decided to just let the man be.

May wasn't that angry all things considered, she was more or less lecturing out of worry which the web shooting hero was more than used to.

She knew that Peter took his responsibilities as Spider-Man very seriously, so she understood him going off to help. What she had a problem with was the fact that he didn't even so much as shoot a text to let her know so she could have covered for him with the school.

The teen knew he had already missed way too many classes this semester since being snapped back, and was seriously considering just testing out like many of his old classmates had already done.

That was one of the many issues that had to be tackled after half the Earth's population was suddenly back not having aged a day. "What do you do when suddenly every school had twice as many students?"

The solution the department of education came up with was offering those who were snapped back and were over the age of sixteen the opportunity to take a comprehensive test of whatever grades they had left.

It was basically a specialized GED, and Peter had zero doubt he would ace it.

The only reason he had elected to go back to classes instead was that with so much having changed in the past five years he just wanted to cling to that sense of normalcy that came with attending school everyday like he used to.

Unfortunately it seemed that ship had sailed as the school had called May earlier that morning and informed her that Peter had missed too many classes to pass the semester let alone the school year so she scheduled the teen an appointment with the school district to test out the following Monday.

All things considered Peter wasn't that heartbroken about it.

School sucked, especially since his two best friends Ned Leeds and Michelle Jones hadn't been snapped and had already gone off to attend college. They still texted occasionally, but all three were busy with their own lives and had drifted apart.

The arachnid hero was drawn out of his musings by his door being opened for him by captain buzz cut.

"So much for enhanced senses" he thought bitterly. The teen hadn't even noticed they'd stopped moving.

As he stepped gingerly out of the car he was immediately greeted by two doctors pushing a stretcher and a worried looking Happy.

"Geez kid you look like you got hit by a bus" Happy said loudly as he took in the hero's beat up appearance.

"Actually it was a toyota, and technically I hit it." Peter quipped back lightly causing the man to give him a look of exasperation.

"Well whatever it was we gotta get you checked out and then you'll need to do a debrief with Cap" the older man said as he helped Peter get on the stretcher and then walked alongside as the doctors took the teen to the med bay.

One MRI and and several stitches later revealed that Peter did have a mild concussion and three 2 inch long pieces of steel in his leg.

His accelerated healing had almost completely taken care of the concussion by the time he arrived at the compound. The healing factor proved to be a bit of a problem though for his leg though, the wounds had already closed and had to be re-opened for the shrapnel to be removed.

Luckily after fighting crime for several years and literally having his entire body be shredded down to the last atom a few months ago his pain tolerance was pretty high so the minor surgery was handled quickly and without anesthetic.

While the doctors were fixing him up he thought back to what Happy had said earlier about a debrief with Cap.

As far as he knew Steve Rogers AKA Captain America had done some wibbly wobbly timey wimey stuff and was now ancient, but the man had passed on his shield to The Falcon AKA Sam Wilson.

Peter hadn't heard of the man making the name swap because if he had he would have already made soooooo many Captain Falcon jokes.

Then again the teenaged hero had been avoiding this place and the other avengers like the plague since the funeral so it could have easily happened and he just wasn't made aware.

It was then that Peter realized that in his effort to distance himself from all things painful he had completely cut himself off from the Avengers entirely. "Do I even have a spot on the team anymore?" he thought to himself.

That possibility bothered him more than he thought it would.

"No sense worrying about it now Parker" he mused to himself, he would just have to take it up with whichever Cap debriefed him.

"Alright Mr. Parker you're free to go. Just take it easy on that leg for the next twelve hours and you should be fine" the pretty asian doctor who if Peter remembered correctly was named Cho told him as she finished bandaging up his leg. Peter thanked her and after a few test steps left the small med bay.

Happy was waiting for Peter outside the door talking to someone on the phone

"Yes dear I will let you know as soon as I know anything.. Uh huh.. Yeah love you too" he stated, the last part a bit rushed as he hung up the phone and turned to Peter.

Having not known that Happy was seeing anybody and being an inherently nosy teenager he couldn't help but ask "Who was that?"

"Who was what? Happy asked seeming oddly nervous.

Peter didn't need his spider senses to know that something was off.

"On the phone earlier, was that your girlfriend?" the teen asked.

"Girlfriend!" Happy practically shouted. "Girlfriend? What? No no no that was my.. Mother"

The spider teen just stared at him.

"You call your mother dear?" He asked disbelievingly.

"Uh yeah… Yeah she's very..dear to me' The older man spouted lamely before pushing past the subject.

"Look forget about that we've gotta get you to the conference room for your debrief, and you need to memorize this packet." He said quickly as he handed the teen a manila envelope and started walking down the hallway.

Peter would definitely be returning to the whole "dear" thing later but for now was sufficiently distracted by the hefty pack of papers in his hand.

"That is a map and any and all pass codes and ID that you will need to get where you need to go throughout the compound" Happy explained when he saw Peter's questioning look.

"That's a pretty big packet for just that stuff" the teen said confusedly.

"Well there is a little coupon book in the back for some of the local shops." He paused a smug smile lighting up his features before continuing. "My Idea" the older man stated proudly.

"Uh huh" the teen said slowly.

"No offense Happy but why are you giving me all this? I know you were my handler for Mr. Stark but he's.."the teen trailed off somberly.

"Well if you had been answering your phone for the past six months you would have known that I got a promotion." the older man snapped with no real heat.

At seeing Peters confused look he continued "After The Avengers brought everyone back the accords were thrown out the window, which was both good and bad for the team.

Good because those that were fugitives were now free and and could operate as they saw fit but bad because without Uncle Sam as a backer they had no funding. So Pepper as CEO of Stark Industries decided to partner with the Avengers so they could stay funded and supplied with proper equipment." Happy then paused as he flashed his badge at a security checkpoint, while Peter nodded.

"So you got promoted to what? My avengers handler as well?" The teen asked teasingly. "Ha Ha Ha you wish Kid, but no for your information I am now Stark Industries' official liaison to the Avengers." the handler turned liaison said smugly.

"Wow Happy that's awesome I'm glad for you man" Peter said impressed all teasing gone from his tone. He meant it, the former driver had been working his absolute hardest to move up at Stark Industries so the teen was happy all of the man's effort had finally paid off.

"Thanks kid" Happy responded as they rounded another corner and started down another seemingly endless hallway.

He then glanced at the teen walking beside him. "You know a lot has changed around here while you've been away, people have been wondering where you were."

Peter grimaced "So I guess that means my absence has been noticed" the teen stated more than asked as he looked to the floor.

"Yeah several members of the team have been curious about why you haven't shown up to any meetings or answered any summons for missions, but I took care of it. I told them you were handling official Stark Industries business." Happy said matter of factly.

Peters head whipped up " You did?" he asked. "Happy you didn't have to do that I.."

The teen was cut off before he could continue by Happy's next statement

"I know I didn't have to Pete, I did it because I understood"

Peters face morphed into a frown and Happy seeing that the teen wasn't going to respond continued

"Look Pete Tony was like a brother to me, a brother that signed my checks but a brother none the less. I know how close the two of you were, like it or not he was the closest thing you had to a father figure. Of course you were gonna need a little time, I was planning on bringing you back in three months ago but then May told me about the panic attacks so I decided to let you come back on your own time."

Peter was shocked he'd honestly never thought that Happy cared for him very much. He'd always assumed the older man viewed him as more of a nuisance than a friend.

"Thanks Happy" the teen said quietly fighting desperately to stop the moisture building in his eyes.

The older man looked down at the teen and while patting his shoulder somewhat awkwardly answered with a sincere "Don't mention it kid."

The tender moment was brought to a quick end by Happy saying "Alright Pete, here we are conference room B, just go on in and the Captain should already be there waiting for ya."

As the liaison turned to walk away Peter realized something Happy had said earlier.

"Hey did you say you talked to May?" Peter called out after the man.

Happy turned around slowly and seemed to be measuring his words very carefully before he responded.

"Yes I did… Uh I had too you weren't answering anything and I had to get updates somehow."

Peter felt like the man wasn't being completely honest but after everything he'd been through today he was too tired to question it so he just threw him a short ok and a wave as he watched the older man turn the corner to another hallway.

After making sure he had collected himself from the previous conversation the teenage hero steeled his nerves and walked into the conference room.

When he entered he was greeted by the face of someone he had seen in his dreams several times over the past few months, and an almost melodic voice repeating the same words that he has replayed hundreds of times in his mind since he first heard them.

"Hey Peter Parker, you got something for me?"


	3. Chapter 3

**Hey Guys and Gals! Chapter 3 is finally here. Once again please review I would love to hear what y'all think. Shout out to the Guest user who commented on chapter 2 You are awesome! Also Spider-Man New Day officially has its first favorite and follow! woot woot! Thank you for validating my efforts. Now without further ado I hope y'all Enjoy chapter 3.**

**Updated as of 04/25/20**

"Hey there Peter Parker, you got something for me?"

The teen in question froze as his eyes quickly made their way to the speaker and began tracing a path up long slender jean clad legs and a slim waist lingering for just for a moment over modest chest covered by a t-shirt advertising some band he'd never heard of, before finally coming to rest on the smirking face of Carol Danvers AKA Captain "Freaking" Marvel.

Even smirking and casually dressed she just exuded an aura of authority and power.

Peter immediately began to panic internally.

"Holy crap, holy crap, holy crap!" the teenage hero mentally screamed.

Out of all of the captains it just had to be the one he could barely form a coherent sentence in front of.

He could still picture the moment they met clear as day, when she came shooting down from the heavens like some sort of warrior angel to pull his spidery butt out of the fire. Peter had instantly become infatuated with her, he couldn't help it she was beautiful badass who had literally saved his life.

Unfortunately thanks to this crush, and his minimal experience talking to women who weren't either teachers or his Aunt the teen hero was rendered effectively speechless by her sudden presence causing him to just stand wide eyed gaping at her.

After receiving no response for several moments the heroine's smirk morphed into a small frown.

"Are you alright Peter?" she asked with a hint of concern in her voice.

"Oh my God Parker say something before she thinks you're weird" the teen yelled to himself.

The blonde heroine raised one eyebrow questioningly as Peter blurted out the first thing that came to mind.

"Your hair is different." ...Wow real eloquent Parker

Peter had never wished for the ability to teleport as much as he did right now.

"My hair is.. What?" the cosmic hero asked confusedly.

"It's different, um I mean it's longer than it was the last time I saw you" the teen squeaked out awkwardly.

Captain Marvel just continued to stare at him eyebrow raised looking somewhere between amused and she didn't respond the teen just started rambling thinking he'd offended her.

"Not different as in bad it looks really good, like really really good." The teen was floundering.

"Not that I'm saying it didn't look good before because it totally did it's just longer now and frames your face more which accents your nose which is actually really cute, and OH MY GOD I am just going to stop talking now."

...Silence Peter decided, was no longer golden as he just stood there for what seemed like hours looking anywhere but the woman in front of him and begging any and all gods to strike him dead where he stood.

Either they weren't listening or they simply found his suffering too amusing to end because he was still alive when the blond heroine finally decided to end his suffering.

"Wow.. That was" she paused for a moment as if thinking "fifty-six words in less than 10 seconds." Peter blushed

"I think I'm beginning to understand why Hogan described you as 'twitchy'."

Peters embarrassment gave way to indignation for a moment as he quickly retorted "I am _not _twitchy, I'd say at most I'm excitable but not twitchy."

The Captain was smirking again as she listened to the super powered teen's short rant, and after watching him for a moment she decided it was time to get down to business so she cleared her throat bringing the teens speech to a sudden halt.

"Why don't you take a seat Peter and we can get this meeting over with so you can rest up"

The teen looked confused for a moment before realizing what the blond heroine was referring to, in his embarrassment he had almost forgotten about his injuries from that morning.

"Oh I'm fine now, fast healing and all that." Peter said sheepishly.

The former fighter pilot studied him closely for a moment before nodding and pulling out a folder marked Spider-Man.

"Alright first things first, do you know why you're here?"

The teen nodded "Yeah Happy said something about a debrief, but I wasn't sure why I needed to give one considering I've never needed to before." Peter said slowly doing his best to keep his nervousness out of his voice.

"Well a post mission debrief is standard procedure after any Avengers sanctioned job. The reason you've never had to give one before is because according to your file before Thanos snapped five years ago you weren't officially an Avenger, and based on what Liaison Hogan has been reporting everything you've been doing since you were brought back has been official S.I. business therefore not the Avengers jurisdiction so no debriefs were required." the older woman explained.

"So I'm still an official Avenger?" the spider themed hero asked unable to keep the hopeful tone out of his voice.

The cosmic hero regarded the teen with yet another a raised eyebrow then looked down into his file

"It says so right here, Peter Benjamin Parker alias Spider-Man sworn in personally by Tony Stark, and given a personal recommendation from Steve Rogers." she explained reading straight from the page in front of her.

After his heart's initial clench at hearing his deceased mentor mentioned so casually the teen was left shocked by the second part of her statement.

"Did you say a personal recommendation from Steve Rogers, like THE Steve Rogers?" Peter asked surprise coloring his voice.

The older woman nodded

"But I barely know the man, our longest interaction was him punching me in the face at an airport in Germany."

The captain shrugged before responding "The file says he gave a personal recommendation, not the reason behind it. As for his motivation I can't help you, you'd have to ask him yourself."

Peter frowned he didn't like not knowing things, but he couldn't dwell on it too long because the beautiful blonde across from him decided to ask her next question.

"Why did you question your spot on the team?"

The teen looked down sheepishly "Well I haven't exactly been the poster child for team bonding the last few months so I thought you guys may have just cut your losses with me."

The older heroine chuckled lightly before reassuring the teen.

"Peter I have spent the majority of the last five years that I've been on the team off world, and I'm still an avenger. Six months doing work for the business that funds the team is nothing compared to that."

Her statement brought up a question Peter had been thinking of.

"Yeah about that don't take this the wrong way but why are you here? I mean not that I don't want you here because I totally do, but I thought you stayed off world helping out planets without heroes."

The Captain regarded the teen across from her silently for a moment before answering " Normally that's exactly what I'd be doing, but I called in a couple of favors from Rocket so he and the Guardians are making my usual rounds for me while I take some time to reacquaint myself with the home I left behind."

"So basically you're on vacation." the teenage hero supplied.

She nodded "yeah something like that." the woman said before pausing and checking the clock on the wall across the room.

"Now if that's all your questions how about you give me the details from the fire this morning."

Peter nodded and began recounting the mornings events carefully leaving out his panic attack. When he finally finished the blonde hero nodded and saved the report she had been typing up on the tablet in front of her.

"Alright that checks out with witness reports and Dr. Cho's assessment of your injuries. I think that wraps this debrief up you are free to go. I think your room is all set up in the living quarters on the third floor if you want to take a look."

The teen nodded and stood to leave before stopping and saying "Thank you Captain Marvel ma'am, it was really nice to see you again."

As he reached the door the woman called out

"Carol"

"Huh Peter responded in confusion.

"You can call me Carol, I call you by your name so it's only fair you do the same." Captain Ma- no Carol responded with a sincere look on her face.

The teens face broke into a small smile as he nodded and turned to leave again, but the older woman couldn't let him leave without one last parting comment.

"Have fun thinking about my cute nose Peter Parker" Carol said with a teasing smirk that sent shivers down the teenagers spine.

Peter's face burned a deep red as he sputtered something unintelligible that sounded vaguely like "oh God" and practically ran out of the room.

Carol chuckled to herself as Peter ran out.

She found that she enjoyed teasing the spider themed hero, and he made it so easy she just couldn't pass up an opportunity. The cosmic warrior decided that she liked Peter Parker, he had this aura about him that just made you want to be around him. She was a private person by nature and she was never one for having many friends but she believed she may have just found a potential one in Peter.

That being said she had also only collectively spent maybe three hours with the younger man so only time would tell.

The cosmic heroine was brought out of her musings about the teenage hero by the sound of the door opening. The fond smile she had on her lips while thinking of Peter was instantly replaced by a straight face as she nodded in greeting at one of her few true friends who was also the man responsible for her ever coming back to Earth.

"Hello Fury." Carol said as she watched as the man sat opposite her at the conference table.

The cycloptic man in question decided to forgo any form of greeting, instead asking "So what did you think?"

"What did I think about what?" she responded feigning ignorance.

Fury raised an eyebrow but answered the question anyway.

"What did you think about Parker, is he a good fit for the team?"

Carol paused as if thinking before answering with a question of her own. "Why does it matter what I think, according to his file he's already on the roster?"

Fury responded without missing a beat.

"Call it a professional curiosity."

The blonde knew she had avoided it long enough and finally answered Fury's question.

"In combat he's young and untested, he's only fought one major battle on his own, and while he was involved in the fight with Thanos on Titan and the Battle For Earth he had heavy backup and seemed to follow the lead of the more experienced heroes."

She Paused as if thinking for a moment before continuing. "I'd recommend placement on team missions but none solo until he is more battle tested. Non combat I'd trust him to hold his own on just about anything, according to his file and his description of the fire this morning he seems to have civilian search and rescue down pat."

She again paused considering her next words carefully "After reading his file his potential seems almost limitless. According to Tony Stark he possesses genius level intellect on top of his already impressive set of powers and has an outstanding moral compass that rivals the original Captain America's. He is like the best of both Tony Stark and Steve Rogers."

She watched Fury for any sort of reaction, but he gave her none.

"That being said he seems to have confidence issues, and without proper training and experience all of that potential will get him nothing but an early grave."

Fury nodded as the cosmic warrior finished speaking

"Steve said something similar in the personal recommendation he wrote for the boy." He then stood to leave.

As he turned to the door Carol couldn't help but ask him

"Why do you care so much about Peter Parker, I thought you were retired?"

The former director of shield turned back to her and with a slight smirk said "Retired yes, dead no. I like to know what's going on in the game even if I'm not in it any longer."

Somehow Carol doubted the man before her was as 'out of the game' as he said and was going to voice as much when a hologram of Maria Hill appeared on the tables holo-projector and began speaking urgently.

"Captain we've got a situation in Queens, a super powered individual in some kind of green suit with a mechanical tail is rampaging through the streets attacking anyone who gets close. Police have already attempted to arrest him and it resulted in the loss of two officers."

Immediately Carols clothes were replaced with her flight suit.

"I'll head there now send me a location" she said as she strode to the door.

"Carol wait!" Maria said suddenly before the heroine could exit.

"He has a hostage, and has said he will only release her if his demands are met."

Carol's frown tightened she hated hostage situations.

"What does he want?" she asked seriously.

The holograms answer caused her stomach to drop.

"Spider-Man."


	4. Chapter 4

**Hello Guys and Gals. I am back with chapter four. We finally get to see some action this chapter, and introduce the stories villain. As always please read and review. Enjoy the chapter!**

**Updated 04/25/20**

Peter Parker was nervous as he sat strapped into a seat on one of the Avengers Quinn Jets.

He glanced up towards the cockpit where Carol Danvers sat piloting the aircraft and replayed the last thirty minutes in his mind.

Despite his best efforts after he left his debrief he had managed to get lost in the numerous hallways of the Avengers compound even with the help of the map Happy had so thoughtfully included in his welcome packet.

After nearly fifteen minutes he finally managed to find his room and just as he walked in he was startled by Friday, Mr. Stark's personal AI alerting him that he needed to suit up and meet Captain Marvel in hanger beta ASAP.

After he got over his surprise he activated the Iron Spider suit Mr. Stark had given him, and as the nano tech started to swarm over his body he took off running in what he hoped was the direction of the hangers.

He managed to make it in five minutes thanks to a few helpful directions from Karen who had awoken as the suit came online. When he arrived he found Carol waiting for him battle ready and looking grim.

As she explained the situation to him the teen felt as if a hot ball of lead had settled in his stomach.

Apparently some wackjob in a suit had been terrorizing queens looking for him, and had even taken a hostage as bait to draw him out.

Fast forward ten minutes and here he was five minutes out from their destination with his thoughts racing a mile a minute.

If this guy was attacking queens did that mean they knew who Spider-Man was under the mask?

Then came the crushing guilt of knowing that some woman was terrified out of her mind being held hostage by a madman all because of him. If she didn't make it.. He couldn't even finish the thought.

"Hey, are you alright Peter" Carol asked from the pilots seat breaking him out of his unpleasant thoughts.

Peter allowed the mask of his suit to retract and attempted to flash her a smile that came across as more of a grimace.

"Me? Never better. There is just some nut job with a tail who wants me dead, and an innocent woman's life is at stake because of it. So basically just my average Tuesday you know." he tried to joke.

The woman saw straight through his attempt at humor and asked " First hostage situation?"

The teen sighed and nodded looking down at the floor.

"I'm not going to lie to you and say that we are definitely going to save this woman" Carol said causing Peter to freeze and she noticed his hands clenched into fists where they rested on his knees.

"What I am going to tell you is that no matter what we are gonna get this son of a bitch."

Peter was silent and the older woman had just decided to leave him be and turn her attention back to the skies when he spoke, quietly but with an underlying steel.

"I won't let her die."

Carol looked at him she could see the resolve in his eyes. In that moment she truly believed him, Spider-Man would save that woman no matter what. She turned back towards the dash, and Peter never saw the warm smile she had on her face.

Just then she received an alert that they'd reached their LZ on a rooftop a few blocks away from the conflict.

When they landed Peter followed Carol down the ramp and onto the roof below.

"We go in quiet from here." She said as she turned to look at him seriously.

"You'll take point and swing in alone this guy wants you and has openly said if you don't come alone he'll kill the girl. I will hang back and watch from a distance to wait for an opening. Try to get him talking and distracted, then I'll come in fast and hard and hopefully get this thing resolved quickly."

Peter nodded trying to give off a confidence he did not feel inside.

After looking the teen over for a moment Carol let her Power flare to life.

Her golden energy flowed over her and bathed the surrounding area and the teen before her in its ethereal light.

In that moment Peter couldn't help but be a bit in awe of the woman who now resembled a goddess more than a mortal.

She turned to him one last time before flying off and said. "You've got this Peter Parker, don't let me down."

The teen watched her shoot off and for a moment before shaking himself from his stupor to focus on the much more important task at hand.

"Alright Spider-Man, you heard the pretty glowing lady, you've got this."

With that thought and a hardened resolve he took a running leap off of the edge of the building and started swinging in the direction he knew the villain to be.

It was show time.

To say that Betty Brant was having a bad day would be the understatement of the century.

The terrible day started off with her sleeping straight through her alarm, which made her late for work. After an extremely rushed morning when she finally did make it in she was yelled at for ten minutes straight (a new record) by her boss in front of everyone else at the newspaper.

It was her first job out of college, four years for a degree in journalism and all she had to show for it were student loans and a job as a glorified secretary for the biggest jerk in news. So after being talked about and pitied for the next five hours she jumped at the chance to get out of the building for her lunch break.

After a nice turkey on rye from her favorite sub shop from her high school days over in queens she thought her day was finally looking up.

That was until some maniac with a tail snatched her up and started dragging her through the streets as bait for Spider-Man.

All of which led her to where she was now being held up by the throat by a giant green tail, while the man it was attached to talked to himself

"The bug ain't here yet, He swore the bug would show if I took a hostage"she heard the man mumble to himself in a rough voice.

"Maybe this one isn't good enough" He glanced at her with vile yellow eyes."Yeah that must be it, I'll kill this one to let the bug know I'm serious, then I'll take someone better a kid maybe."

When Betty heard this she felt as if her blood had frozen in her veins.

She tried to beg for her life, but found she couldn't speak as the tail drew tighter around her neck. The monster then addressed the crowd.

"Alright Spider-Man I guess you don't think I'm serious, so now just to prove how serious I am I'm gonna snap this girls pretty little neck while everyone watches. Her blood is on your hands bug!"

Betty was then lifted up high in view of the surrounding crowd as the man continued to tighten his grip.

She struggled to breath and desperately clawed at the thick armor covering the tail but it was no use. She was going to die, and she knew it.

As darkness began encroaching on her vision she gave up resigning herself to her fate, that is until she heard the voice of her savior.

"WHOAH! That is not how you're supposed to treat a lady"

Her last thought before she passed out was "Hey that voice kinda sounds familiar."

"You know if you wanted to talk all you had to do was message me, I'm on Facebook." Peter quipped as he landed lightly on the roof of a sedan across the street from where the villain had settled with his hostage.

He had been watching from a rooftop a block away trying to think of a strategy when he heard the man's speech. The teen immediately swung in after hearing the threat, plan or no plan that girl was not dying on his watch.

"Spider-Man, about time you showed up, I was starting to think He was wrong about you" The man said.

Well peter didn't really know if he'd call him a man now that he got a good look at him.

He was easily six and a half feet tall and was covered head to toe in some sort of acid green armor. Shooting out from the base of his spine was a five foot tail tipped with a blade behind him currently holding up.. BETTY BRANT!

Out of all the people this guy could've grabbed he had to get one of Peters old high school friends. Maybe this guy did know who he was behind the mask.

Peter shook himself out of his thoughts and continued observing the villain. He looked to the mans face and saw sickly yellow eyes with slitted pupils and a mouth with two pronounced canines almost like fangs jutting out from under the upper lip.

This guy definitely wasn't winning any beauty contests.

"Well now I'm here so you can put the lady down and you and I can have a nice long chat." Peter tried to persuade him.

The monster man laughed, it was a harsh almost gritty sound.

"Oh no bug this girl is gonna stay right here so you don't try anything funny." Peter frowned beneath the mask.

"Crap I can't do anything until Betty is clear, Alright Spider-Man time to do what you do best." The hero thought to himself as he began speaking again.

"Well since we are gonna be hanging out now I should probably know your name."

As the villain opened his mouth to respond Peter cut him off.

"No no wait don't tell me. Your name is The Terrible Tail Man."

The man in question snarled and started to retort before he was cut off again by the web slinger.

"Not that ok.. Hmm" he adopted a thinking pose before saying

"OH I got it! TailBlazer!"

His spider sense was suddenly screaming at him and he leapt to the side just as the SUV he had been crouched was struck by some sort of green sludge and began to melt before his eyes.

"My name is SCORPION!" The now dubbed scorpion yelled in rage.

Peter stared at him for a moment before in an even voice saying

"Dude did that come out of your butt?"

His question was answered in the form of another blast of acid that seemed to come from the end of the villains tail. Spider-Man jumped over the blast and noticed that to attack the man had dropped Betty to the ground.

"Now's my shot." Peter thought as he shot a webline to the building above and swung in landing a double booted kick to the scorpions chest knocking him back into the wall of the bank across the street.

Peter immediately grabbed the fallen woman and ran her over to the waiting ambulance while the scorpion recovered.

As he set her on the gurney they had rolled out his senses blared again and he had to turn and catch the car door that had been flung at him by a now furious Scorpion.

"Hey buddy I think you dropped this." The teen said as he threw the door back at him as hard as he could.

Scorpions tail suddenly shot forward and using the wicked blade at the end sliced straight thru the door splitting it harmlessly on either side of the villain.

"Time to die bug!" The man screamed as he charged straight at Spider-Man.

"You know" Peter started as he jumped over scorpions wild charge.

"You should really talk to someone about these anger issues man"

What he didn't account for while he was running his mouth was the villains speed as he grabbed the teens ankle in mid air and slammed him harshly into the pavement.

Peter's breath was knocked out of him but he still managed to activate the four mechanical spider legs out of the back of his suit to block a strike the Scorpion's tail that would have been a killing blow.

Using the legs he pushed the villain away and scrambled to his feet before shooting a web at the mans face obscuring his vision. As Scorpion struggled to rip it off Peter caught his breath.

"That was close that guy is strong, maybe stronger than me. I've gotta end this quick before someone gets hurt." The teen thought to himself before leaping towards the villain and landing a devastating right cross to his web covered face.

After the blow connected the scorpion lashed out blindly with his tail catching Peter's shoulder with the tip of the blade.

It sliced right through the suit and left a deep gash across Peter's left shoulder. Peter grunted with pain but still pushed the attack. He attempted to land a kick to the villains chest but had to dodge at the last second to avoid another blast of acid from the now seething Scorpion who had finally managed to free his face.

"You're dead bug!" He screamed while lashing out with a combination of punches and tail swipes.

Thanks to his superior reflexes and spider sense he was able to dodge most of the swings only wincing slightly as he took a glancing blow to his already injured shoulder.

"I think I figured out why you hate me." Peter said as he back flipped away to get some distance.

"You're obviously a Scorpio, and I'm a Libra so we were doomed from the start."

The villain growled. "Do you ever stop talking?!" As he gave chase to the Spider themed hero.

"No not really, if I wasn't talking you might notice where I was leading you."

Scorpion then looked around and saw he was standing between two garbage trucks just as he was slammed between them via a mighty tug on web lines attached to both vehicles.

Peter then began covering both trucks and the villain tapped between them with copious amounts of webbing.

"Finally, geez that guy had no chill." Peter thought as he walked over to check in with the first responders.

As he turned his back on his captured opponent he didn't notice as the side of one of the trucks slowly started to dissolve.

As soon as he reached the police barricade he felt his senses blare just as the civilians watching started screaming.

Everything seemed to be in slow motion as he turned and saw the truck flying towards him.

He couldn't dodge if he did everyone behind him would be crushed, but he had no suitable anchors or space for a web net either.

"Option three it is then. This is gonna hurt." Peter thought as he braced himself and caught the speeding vehicle in mid air.

He grunted in exertion and his feet slid backwards on the pavement before he activated his sticking abilities, and with his injured shoulder screaming in protest he slowly lowered the truck to the ground in front of him.

Just as the tires touched down an alarm blared in the back of the teens skull and he barely had time to yelp before he was snatched up by his neck by Scorpion's tail and thrown into an industrial dumpster in front of the alley.

He cried out in pain as his injured shoulder impacted the steel of the dumpster, and he slid to the ground with his head swimming. He tried to stand up but was quickly slammed back to the ground by a kick that would kill a normal man from Scorpion.

He looked up and saw that the villain had an evil smile adorning his lips.

"Finally you shut up!" He laughed

"And the boss thought you might actually give me trouble but now you're just where you belong" he put his foot on Peter's chest and pressed down.

"Under my feet, and now I'm gonna squash you bug"

Peter looked up and smiled "Two things. First of all Spiders are arachnids, and so are scorpions by the way, just thought you should know."

"Second of all, it's gonna be hard to do that when you're flat on your back unconscious." The teen said matter of factly.

Scorpion pressed down harder "Oh yeah, and how the hell are you gonna do that?"

Spider-Man smirked beneath his mask and said "Not me, her." while looking at something over the villains shoulder.

Scorpion turned just as Captain Marvel connected a glowing fist with the side of his head.

He was blasted through a wall and into the building across the street.

"You alright Spider-Man? Carol asked looking down at him with concern staining her features.

"I'm good just a couple cuts and bruises." Peter responded then asked

"What happened to coming in fast and hard to wrap this up quickly?"

Carol smirked "Oh well I was just enjoying the show." She responded teasingly.

Peter looked at her in disbelief before snapping

"Well as someone who was in the show I would have really appreciated a little audience participation."

Carol chuckled before waving him off.

"You had it just like I knew you would. Now let's finish this up. You wanna do the honors?"

Peter nodded mollified by the praise and started off towards the building Scorpion was knocked into with Captain Marvel following close behind.

As he entered he could see where the villain had landed but there was no Scorpion in sight. It was then that he saw the giant hole melted in the back wall that led to an alley. He ran out to give chase but found no sign of the man except for a manhole with the cover melted off.

"Shit!" Peter groaned as Carol walked up

"He got away into the sewer he could be anywhere by now." Peter started for the manhole to continue his search before he was stopped by the blonde heroine.

"Sorry Spider but with that gash in your shoulder you'd be begging for an infection if you went down there. Plus you look like you got hit by a dump truck, literally."

Peter looked at her frustrated "But he's gonna get away."

She nodded "Yeah he is, and when shows his face again we will be ready but until then we've got to debrief the police and get back to the compound so you can get checked out."

Peter was going to protest again, but was stopped by a particularly painful throb in his injured shoulder, instead he said. "Alright fine, can you talk to the police while I check on Betty?"

Carol frowned in confusion

"Who's Betty?"

Peter realizing his mistake quickly explained

"The girl who got held hostage, we went to high school together. I knew she survived the original snap, but I hadn't seen her since I came back until today."

Carol glanced over at the younger blonde woman who had woken up a few moments ago and now couldn't take her eyes off of the webslinging hero

"Oh, so you wanna check on her huh? I can see why she's pretty cute." Carol said with a teasing smirk adorning her pink lips.

Peter was thankful she couldn't see his blush beneath his mask as he stuttered a protest.

"N-No it's not like that at all, she was just an old friend and I wanna make sure she is ok. It has nothing to do with the fact that she's pretty." The teen defended before realizing what he said. He groaned internally as the Captain's smirk grew even larger.

"Alright, whatever you say Spider-Man. Go ahead and I'll meet you at the jet when you're done. Don't take too long though, we've gotta get back to the compound to get you looked at."

As she walked away Peter couldn't help but watch the sway of her hips for a moment before he turned and walked over to the ambulance where Betty sat frantically waving at him.

When he made it to her he opened his mouth to speak, but all words were brought to a halt when the girl jumped off the gurney and threw her arms around him.

"Thank you so much! I was so scared! I thought I was dead, but then you totally saved me."

Peter just stood there holding her in total shock.

He had been doing the hero thing for around three years now and he had never had anyone he helped treat him like this, like their hero. He had stopped quite a few muggings and assaults during his tenure as Spider-Man and the victims were always thankful, but never like this.

This was different.

Betty didn't just view him as some hero, but as her hero.

It brought to mind how he had felt all those years ago at the Stark Expo Uncle Ben has taken him to as a kid.

He was dressed up in an Iron Man mask and gloves, and he had gotten separated from Uncle Ben when the drones created by the evil soviet scientist Ivan Vanko began to attack.

He was cornered by one of the drones and being a child he had tried to scare it away with his fake glove. The drone trained it's mini gun on him and just when it was about to fire, BAM!

The real Iron Man was there. He destroyed the drone and told Peter "Good work kid."before flying off to save the day.

From that moment on Iron Man was Peter's hero. He wanted to be just like him which was why it was like a dream come true when that fateful day came that he finally met the man.

Peter for the first time in six months didn't get swept up in a wave of sadness as his thoughts fell on his old mentor. Instead he was filled with a great pride that he could be someone's hero like Tony had been for him.

He was drawn out of his thoughts by the feel of something soft on his cheek thru his mask. He looked and saw Betty slowly drawing back from where she had just kissed his cheek. At this point she had stopped profusely thanking him and instead just gave him a shy smile while her cheeks burned red. Peter felt he should say something so she didn't think he had been ignoring her.

"It was really no trouble Miss I'm just glad to see that you're ok." He said in what he hoped was a reassuring voice.

"Betty, Betty Brant is my name." she said suddenly.

Peter smiled beneath the mask

"Well Miss Brant, it was a pleasure saving you today, but let's try not to make a habit out of it alright?" He said jokingly.

She giggled and nodded so Peter took that as his cue to leave.

As he leapt into the air he called out behind him "See ya around Miss Brant" and swung off towards the jet where Carol was waiting for him.


	5. Chapter 5

**Hey everybody I'm back. So I know It's been a minute since I posted, but I'm writing again and ready to get this story rolling. Please review! I love feedback of all kinds. Enjoy Ch 5**

**Updated 04/25/20**

Peter sighed in frustration for what must have been the fiftieth time as he sat at the small table in the living room of his and May's apartment.

The source of his ire was the stack of brochures detailing several different colleges resting on the surface in front of him.

Two days ago he had taken the states comprehensive test to finish school early. He aced it not missing a single question, despite his total lack of interest.

Now that he was officially a High School graduate May decided he needed to immediately begin looking at universities. Thanks to his test scores he had been offered a full scholarship to several of the best schools in the State, but he was having trouble picking one.

The teen kept getting distracted checking his StarkPhone for any alerts from anyone at the Avengers Compound.

It had been over a week since he and Carol had fought The Scorpion, and the villain was still at large.

It was driving Peter insane, he couldn't help but feel like it was his fault that he got away. The teen had called Happy at least fifty times in the past week only to be given the same answer each time

"We got nothing Pete just relax and give that shoulder time to recover. The doc said one week no Hero stuff so hang out and the second we hear anything I will call you."

Peter frowned as he remembered his visit to Dr. Cho following his fight the week prior. After a few X-Rays and an MRI she found that Scorpions bladed tail had sliced through the muscle of his shoulder down to the bone.

Also sometime during the fight (probably one of the many times he was thrown into something) he had broken his left collar bone. He hadn't noticed the extent of his injuries during the fight thanks to adrenaline and his already high pain tolerance, but by the time he and Carol made it back to the compound he was in agony.

With his accelerated healing factor the gash was completely healed within two days but the broken clavicle took almost five, and Cho insisted on at least two extra days off on top of that to make sure everything had healed properly.

It was maddening to be cooped up unable to swing around the city being Spider-Man, but Carol was kind enough to offer to go out on patrol for him while he was down.

Peter chuckled to himself and thought "I sure do pity any small time thug that ran into her this week."

Captain Marvel didn't really seem to understand the concept of restraint. This thought was further reinforced by the news story he had seen this morning where the cosmic heroine had dropped a literal truckload of criminals off at the Police station in queens with each one sporting at least three broken bones, one of which had a waffle maker stuck on his privates.

Peter shuddered "Please God don't let me ever piss her off."

He was suddenly broken out of his thoughts by the ringing of his phone. He scrambled for it knocking his brochures all over the floor in the process and looked at the screen. "Unknown Number" Peter read aloud.

He shrugged, hit answer, and brought it to his ear. "Hello?" he asked questioningly.

"Is this Spider-Man?" a deep and vaguely familiar voice asked.

Peter was caught off guard for a moment before he responded in a challenging tone

"Depends on who's asking."

The voice on the other line sighed before responding "Oh yeah you're him I recognize the high pitched voice"

Peter scowled into the phone and yelled back in an obviously forced deeper timbre

"Hey! My voice is not high pitched!"

The voice chuckled before responding "Alright kid whatever. Its Falcon and we need you to come in. We want to talk about the scorpion guy, who busted you up."

Peter's eyes widened though Sam couldn't see it, and his demeanor changed instantly as his face took on a determined look.

"I'll be right there."

Though Peter couldn't see it Sam Wilson AKA The Falcon nodded on his end of the call.

"Good we've got transport headed your way should be there any minute." He paused before adding

"Oh and kid, bring your suit." he then hung up leaving Peter to scramble to the laundry room/bedroom that he was sleeping in to find the bracelet that housed his iron spider suit.

He really hated the new apartment he and May lived in now.

She had sold the old one while he was gone, she said it had too many painful memories. Since she was alone she bought a one bedroom a few blocks down from her work. She was trying to find a bigger one now, but so were a lot of other people who had run into the same problem.

Unfortunately building owners knew this and were driving up their prices to ridiculous levels, so for now they were stuck where they were.

"Aha! There you are." Peter thought to himself as he found it on his desk underneath a pile of blueprints for a project he was working on. The teen slid it on to his wrist but didn't activate it just as he heard a knock at the front door.

He checked himself in the mirror. He was wearing blue jeans and a plain blue T-shirt covered with a red zip up hoodie that had the big capital A that was the Avengers logo on the back. He slid his feet into a pair of black Converse sneakers as he opened the door.

He was surprised when he was met by the expressionless face of James Buchanan Barnes AKA The Winter Soldier, or if you were friends Bucky.

"Peter Parker?" The metal armed man asked once the teen had opened the door.

"That's me Mr. Barnes, or can I call you Bucky?" Peter took the flat look he received as a solid no.

"You got your suit?" Peter nodded. "Follow me bikes outside." Barnes said before turning and walking toward the elevator. Peter started to follow before he registered what the man said and stopped.

"Did you say bike?"

A short elevator ride later Peter was standing in front of a sleek solid black motorcycle.

Now Peter didn't know much about vehicles especially motorcycles but based on looks alone that thing probably went fast, very fast.

"Is this yours?" Peter asked praying for a negative response.

His hopes were dashed when The former Hydra assassin handed him a helmet and said "Yep. Get on the back."

Peter knowing he couldn't look like a wuss in front of The Winter Soldier took the offered helmet and with much trepidation placed himself on the back of the bike with liberal use of his sticking ability.

"Come on Pete you're Spider-Man you swing around the city from building to building every day this is nothing stop being a wiener" The teen thought to himself as Sergeant Barnes sat in front of him and started the engine.

Peter was extremely thankful for his sticking abilities as the bike suddenly lurched forward and started speeding down the busy street. Peter wrapped his arms around Bucky's waist and squeezed causing the older man to groan.

"Jesus kid loosen your grip, you're breaking my ribs!" Peter sheepishly apologized and eased off on the pressure.

"Oh yeah he is definitely not ready for me to call him Bucky.."

Forty-five minutes and two possibly cracked ribs later they arrived at the compound.

After the first fifteen minutes Peter had gotten used to the bike and grew bored. Once the fear left he felt kinda awkward all pulled tight to a man who he had literally punched in the face before, so being Peter he did what he always did when he felt awkward.

He rambled.

And once he started rambling he didn't stop. "That's why despite having Lebron the Lakers have seriously under performed this season."

Peter said finishing his rant on Lebron James' impact on the NBA as they pulled off their helmets in the garage.

Barnes just responded with a grunt, the same way he had responded to everything else the younger hero had spewed out during their ride.

"Follow me" the older man said before Peter could start another one sided conversation. They exited the garage and walked down a long hallway before stopping at an elevator and taking it down two floors.

"Whoa," Peter said as the doors opened and they stepped out.

"I didn't know there was a sub-basement."

Barnes grunted again before leading the teen to a large door at the end of the corridor and flashing a card over the sensor next to it. The door opened with a hiss and they were greeted to the sight of several of their fellow avengers already seated at a round table.

Peter's eyes tracked from face to face taking note of who all were there. First was Carol lips curled into a warm smile as she regarded the teen.

"Hey Pete how's the shoulder?" She asked as they walked in.

The teen in question smiled in return before moving his left arm around as if to prove its recovery

"Hey Cap, it's all healed up and ready for action" he said cheerily in response.

He was stopped from saying more by one of the other occupants of the room

"Glad to hear it bug boy, I heard it was a nasty cut"

Peter turned to the speaker a tall African American man with a smirk on his mustachioed lips. He extended his hand "Sam Wilson, nice to actually meet you Spider-Man" the older man said.

Peter took it and smirked before saying "Well technically we've met before when I kicked yours and Sergeant Barnes' butts in that airport."

The winged hero chuckled before responding

" Kicked our butts? I seem to remember my drone yanking your scrawny ass out a window."

Peter was about to respond when he was cut off by the third and final occupant of the room.

"Well I've never met him at all so move Sam" a young brown haired woman said with a slight accent as she stepped past the other man.

"Wanda Maximoff, pleased to meet you Peter" she said as she also extended a hand out for him to shake. He blushed a bit as he took her hand and shook it.

"Geez!" Peter thought to himself as he took in the soft features and bright smile of the young woman in front of him "Is it a freaking prerequisite that all super heroines have to be freaking models!"

On the outside he was much smoother, he hoped. He smiled in return saying

"Pleased to meet you Ms. Maximoff."

The woman was about to respond in kind when she was interrupted by a the still slightly annoyed super soldier tasked with bringing the teen to the meeting.

"Alright everyone is here and everyone has said hi can we get on with this now? I need a nap, or a drink, or both."

Sam glanced at a now smirking Peter before nodding and starting the meeting.

The man turned to Peter "Alright Web-Head first and foremost how are the injuries?" He inspected the teens shoulder as if expecting to see some type of defect.

"I know the Doc said a week, but if you need more time-"

"NO" Peter abruptly yelped cutting the man off before following up with a calmer "I mean naaa I'm good. Definitely good like 100% better." The teen rambled finishing his statement with an awkward thumbs up.

Sam raised an eyebrow, but continued on.

"Alright well first order of business we would like to formally welcome you to the team."

Peter looked around at everyone's smiles (well not everyone, Bucky looked rather disinterested) with slight confusion.

"I thought I was already on the team?" He looked at Carol questioningly.

" You said I was already an Avenger in our meeting last week." His worries that she had lied died at the sight of her easy smile. "Relax, you were Pete. You have been since Tony made the call on the way to Titan."

"Yeah"

Peter turned to Wanda as she walked towards him holding a cupcake with a little spider ring on the top.

"You are already an Avenger think of this as your welcoming celebration." Peter chuckled a bit as he accepted the small pastry.

"The spider ring is a nice touch" He laughed as he pulled it out and licked the icing off before sliding the small plastic ring onto his finger.

"Good icing too. What is that, buttercream?" Wanda smiled

"Yep, and there would have been a whole cake and streamers if somebody" at this point she looked at Bucky "hadn't been such a buzz kill."

Bucky shrugged off the younger woman's glare before grunting out something about kids and birthday clowns.

Sam ignored them both and changed the subject. Like I said welcome to the team. This would have been sooner, but every time I tried to arrange a meeting Happy said you were busy with Stark Ind. business."

Peter frowned a bit and glanced down at his shoes before saying "Yeah it's been a busy few months"

Carol picked up on the slight drop in mood and stepped in and placed a hand on his shoulder.

"But you're here now Pete, and we're glad to have you." The teen looked up at her with a grateful smile, and took a moment to be extremely proud that he hadn't blushed at the physical contact before turning to Sam.

"So is my welcome the only reason you called me in?" I know on the phone you mentioned The Scorpion." The teen looked between Carol and Sam "Have you guys found a lead?"

The heroes grimaced a bit killing Peter's hope before Sam responded.

"Not yet, the guys a ghost no trace of him once he got to the sewers."

Peter sighed in frustration " Yeah I was afraid of that, but I don't understand how."

Wanda, now done giving Bucky dirty looks entered the conversation.

"Well if we understood how we would be able to find him yes? She asked in slight confusion.

Peter shook his head "No that's not what I mean." He put his unfinished cupcake on the table and began pacing as he continued his explanation.

"What I'm saying is I literally don't know how he did it. The guy was strong and fast, sure, but he wasn't particularly smart. Everything he did was big and loud and obvious so how would someone like that escape leaving literally ZERO trace."

He then stopped pacing and sighed again before rubbing his temples as if to stave off a coming headache. It was then that Sergeant Barnes spoke up.

"So the guy had help. In my experience the most obvious answer is usually the right one, so if you say the guy couldn't do it himself then he had help. The question is who."

At hearing this Peter shot out of his chair

"I am an idiot." He then raced over to the computer built in to the far wall and began typing in commands.

The other heroes exchanged glances before Sam eventually spoke up "You mind telling us how you're an idiot kid?"

Peter answered without ceasing his typing "I'm an idiot because The Scorpion was working with someone, I'm like ninety-nine percent sure he mentioned somebody and I have it all on video."

He then activated the gauntlet of his suit and placed his hand on the scanner.

"Karen play back my fight with The Scorpion from last Tuesday." He then turned back to the other heroes with a smirk.

"Now just sit back and watch me kick ass."

He then changed his voice slightly in an attempt to sound like an automated message "Please enjoy the movie no outside food or drink is allowed in the theater."

He received an assortment of chuckles and scoffs in response as everyone turned their attention to the screen. The monitor flickered to life and began playing the suits recordings from the day in question, starting with his mad dash for the hangar.

The group of heroes laughed as they heard Peter begin asking the AI for directions causing the teens cheeks to burn red.

"You can fast forward to the actual fight now Karen" Peter said voice colored with annoyance.

Karen did as asked and the video jumped forward to Spider-Man's entrance. As his fight played over the screen Peter couldn't help but watch the reactions of the other heroes.

He saw the small smiles as he made a particularly funny quip, and watched as they winced anytime he took a strong hit. Sam practically fell backwards out of his chair when Peter caught the truck in mid air, which called for a pausing of the video while everyone checked on him.

"Damn kid you caught a dump truck?" He whistled in appreciation "How strong are you?" Peter smiled proudly for a moment before responding

"Mr. Stark and I tried to test my limits but he didn't have any equipment that was heavy enough to be a challenge. My highest recorded lift was five thousand pounds before his machine broke." He paused,

"I did have a building collapse on me once, and I really struggled lifting that up." The teen said shuddering slightly at the unpleasant memory.

Sam just shook his head as Wanda responded sarcastically. "So your limit is a BUILDING good to know."

Carol playfully pushed the teens shoulder. "I didn't know you were that strong Pete, we should spar sometime." Her smile turned into a smirk

"You might actually be able to give me a workout." Peter smirked back

"Oh I'll do more than give you a work out." The cosmic heroine raised one of her slender eyebrows and cocked her head as she continued to tease the young hero "Oh really, and what would that be _Peter Parker_?_"_

The teen froze

He hadn't realized the way his previous statement could of been perceived until right then, and was now trying his best to think of some way to respond without making himself look like a fool while also being hyper aware of the mirth filled eyes of everyone else in the room boring into him.

"I mean, uh I mean I could give you a workout, and uh…... Provide healthy snacks for refueling afterwards."

At this point Wanda busted out laughing while Sam and Bucky groaned and Peter felt his desire to sink into the floor lessen a bit as he chuckled along with them.

"Great job Parker never let em see you sweat" he congratulated himself mentally.

Once her laughter subsided Wanda spoke "Don't we have a video to watch?"

Carol winked at him as he glanced her way before nodding to Wanda. He then asked Karen to begin playing as everyone got seated. After a few more moments of watching, the spidery teen jumped up

"Stop, Karen back up a few frames" There, now play. After a moment they heard the sinister voice of the villain play over the speakers

"_And the boss thought you might actually give me trouble but now you're just where you belong" _

Peter replayed the line several times in an attempt to squeeze some epiphany out of it, but was left wanting.

"Well that was basically useless." Peter bitterly exclaimed.

"Not exactly kid." He turned and looked at Bucky who stepped forward.

"Yeah we didn't get a lot of info but we do now know for sure that this guy wasn't alone. Someone sent him out there after you."

Sam cut in "Yeah and it was someone with considerable resources. It takes a lot to make someone disappear, especially someone like that guy."

Wanda picked up where the other two left off. "So that leaves the question of which shadowy underworld power player did you piss off?"

Peter was at a loss. "None as far as I know, I've mostly done small time stuff nothing big except for Avengers stuff and my run in with The Vulture."

"Do you think it was him?" Carol asked, blue eyes locked on his own brown shining with what the teen believed to be worry.

Peter shook his head breaking eye contact.

"No, well at least I don't think so. He's in prison and I kinda saved his life last time we met so I don't think he would send someone after me."

Bucky leaned forward "We still shouldn't rule him out, you know what they say no honor amongst thieves."

Sam nodded "I'll have a team look into it, but in the meantime we need to be looking for other leads."

Bucky stood up " I'll grab a field team and go have another look in the sewer. Maybe we can find something the others missed."

Sam called after him "Check in if you find anything." He was given an over the shoulder wave in response as the super soldier was already halfway out the door. Wanda stood next

"I'd better go too. I'll call Strange and see if he knows any spells that can track the monster down."

She turned to Peter as she was about to walk out the door.

"It was really nice to meet you Spider-Man."

Peter smiled, "You as well, hopefully next time we talk it'll be about a brighter topic."

She nodded and walked out following Bucky down the hall. Once she was gone Sam spoke.

"I've got a few more things to take care of down here on this level before I head up so y'all feel free to leave without me."

Peter stood and was about to ask Carol if she could show him how to get to the cafeteria when she cut him off.

"You go ahead Pete, I've just got a few things to do down here and then if you'd like we can grab some lunch before you leave."

Peter nodded at the older hero "Yeah totally, that sounds awesome I'm starving."

He grabbed his stomach dramatically "I'm literally dying of hunger, you know people need extra calories while they're healing from injuries." Carol smiled fondly at his dramatics

"Great, I'll meet you in the lobby in fifteen minutes. Try not to waste away while you wait."

The teen nodded "No promises." and walked out headed in the direction he hoped the elevators were located.

Once she was sure the teen was out of the range of his enhanced senses she spoke "So, what did you think?"

Sam smirked, "About what?"

Carol scowled, that was way less funny when it was being done to her. "About Peter, bird brain."

The man feigned surprise

"Ooh Peter, I like him. I think he's a good guy, and he'll be a hell of an asset to the team once he gets acclimated."

She nodded pleased that the other man shared her opinion of the spider themed hero she had grown fond of. Huh, strange when had she grown so fond of Peter?

"He's sloppy though, unrefined. He has zero form when fighting, I think we should see if the one armed wonder will give him some lessons."

Now she frowned, she wasn't a huge fan of the idea of Peter training with Barnes, at least not at first. She didn't have anything against the man, if anything she'd say they were friends.

The heroine just knew he could be a little.. Rough.

Not that she didn't think Peter could take care of himself, she had seen how powerful he was first hand. It was just that she had planned on helping Peter train, and she had actually been looking forward to it.

Something about the younger hero just put her in a good mood, and she couldn't help but want to be a part of his development. She was brought out of her musing by a hand waving in front of her face.

"Hello Earth to Carol, you with me?"

She shook her head to clear it "Yeah I'm good what's up?"

Sam scoffed "I've been calling your name for like a minute, you zoned out on me."

Her ears turned an almost unnoticeable shade of pink as she maintained a straight face giving no other indication of her slight embarrassment.

"Yeah I heard you, you want Barnes to train Peter. I disagree."

Sam raised an eyebrow " You disagree? Why?"

Carol sighed internally she should have known he'd ask follow up questions.

"I think I should train him personally.

Sam looked at her, surprise coloring his features,

"You wanna train the spider? Aren't you on like some kinda vacation? I mean yeah he's a good kid, but based on what I've heard you haven't had time off in a looong while. Why waste what little time you have with some kid you've only known for a few days."

Carol paused, he made a good point. She did only have a limited time here on Earth before she had to go out patrolling again, and Bucky while a little rough was more than capable of teaching Peter. So why did she feel that twinge of sadness at the thought of giving him over to Barnes.

"Vacation or not I'm still an Avenger, and Peter needs to be able to learn to fight at his full strength. With Barnes he'll have to hold back with me he can give one-hundred percent. I'm the only one on the team besides Bruce who can take a punch full force from him and give one right back."

Sam nodded as her words sunk in. "Alright Spider-Man is all yours Cap, just don't break him."

Carol smiled pleased that she'd convinced him and bid him goodbye as she left to go meet her new sparring partner for lunch.

Sam watched her walk out and chuckled to himself as he thought about the conversation he'd just had and the implications it carried.

He turned back to the papers he had been gathering up and came to a conclusion. Having that kid around here definitely made things more interesting.


	6. Chapter 6

**After a very long unplanned wait I bring to you Chapter 6. I have revised chapters one through five to address the formatting issues that you guys mentioned in the reviews. I really appreciate the heads up guys, because since this is my first story I didn't even think about spacing being an issue. Y'all are the best. **

**Please continue to review the feedback is extremely helpful. **

**Enjoy The chapter**

"Relax Parker this is not a date."

The peaceful quiet of the main lobby of the avengers compound was broken by the frantic mumbling of one Peter Parker.

"She asked if you wanted to grab lunch in the cafeteria, not to perform heart surgery, just calm down" the teen told himself in an attempt to ease his racing nerves.

The cause of the spider themed hero's stress was a simple invitation to lunch by his co-worker and friend Carol Danvers. Now had the invitation come from anyone else it would have been no big deal, but from Captain Marvel, well to say the teen was anxious would be an understatement.

He had played it cool when she extended the offer after their meeting earlier, but now that he was alone the teen's overactive mind was getting the best of him.

"Dude it's literally just lunch, you've stood atop a moving plane while fighting a supervillain, so stop being such a loser and act like this isn't the first time you've shared a meal with a girl." the hero berated himself.

"You ready Pete?"

And just like that the teen was brought out of his fretful musings by the object of his concerns.

The teen snapped to attention before saying in a slightly too loud voice "Yeah abso-toot-alutely, lead the way Cap."

The blonde heroine chuckled at his odd word choice writing it off as the teens weird sense of humor. "Alright it's just down this hall"

After she turned the teen facepalmed "Really, abso-toot-alutely? Who am I Pee Wee Herman?" he thought in exasperation at his own stupidity before he followed the beautiful blonde down the hall.

Upon arriving at the cafeteria Peter could honestly say he was impressed. Normally when he heard the word cafeteria the teen's mind conjured a picture of dirty white tile floors and oddly hairy lunch ladies spooning out mystery meat. This one though one seemed to be an exception to the norm.

The set up was less cafeteria and more mall food court with different stations set up circularly around a large grouping of tables in the center of the room. Since it was well past three p.m. the room was mostly empty of patrons, but all the stalls seemed open.

"Anything catch your eye?" the older woman asked as they made their way towards the food stands.

Peter took a moment to look around before responding. "Oooh what about shawarma?" the teen asked excitedly as he noticed the middle eastern cuisine.

"Never had it, but I'm down to try something new." Carol answered easily as they turned and made their way towards the aforementioned stall.

"What?! How have you never had shawarma, it's like the king of thinly sliced meat wraps?" the spidery hero exclaimed in surprise.

"Listen Pete I've eaten so many strange and exotic foods in my time off world that when I am home I like to stick to the American classic, Bacon cheeseburger with chilli cheese fries."

She then chuckled. "Honestly with the way I eat when I'm here I'm surprised I can still fit in my suit."

Peter was extremely glad they were already in the cafeteria because all this talk of food had his stomach screaming at him. "Oh man that sounds delicious too, maybe we should do both."

The blonde stopped and turned to the teen beside her smiling " That might be the best idea I've heard all day. She paused before adding "I'll grab the burgers, you grab the shawarma?"

The teen matched her grin with one of his own and quickly agreed.

While ordering the shawarma Peter felt himself relax from his earlier stress. "See Parker, you were freaking out over nothing. It's just a simple lunch with a friend, an insanely hot friend but a friend nonetheless."

After placing his order and a two minute wait for his food to be prepared the teen was headed back towards the tables where he saw the blonde bombshell was waiting for him with her tray piled high with greasy goodness

Upon arriving at the table Peter divided up the food and the two avengers began chowing down. .

"Alright, I've gotta give it to you Peter you were right." seeing his questioning look she continued. " This truly is the king of thinly sliced meat wraps."

Peter laughed as he responded " I told you it was great. I used to eat it all the time, but now

I hardly ever order it." He paused as the mirth left his face. "This is probably the first time since I…" he trailed off as he was assaulted by the memories of his death on Titan.

"Hey Pete, you okay?" Carol questioned after a moment as she saw his sudden drop in mood.

The teen managed a weak smile before responding. " Yeah I'm good, I was just thinking that I used to get this stuff all the time with Mr. Stark. It was like one of his favorite foods for some reason, he would always order it when he had me over to work with him in the labs."

"You two were pretty close?" Carol asked, already knowing the answer.

Peter's only response was a nod and a murmured "Yeah, you could say that."

"We can talk about it if you want." The heroine began softly " I know what it's like to lose people close to you. It sometimes helps to-"

"I'm fine" the teen cut her off firmly, before realizing he had sounded like an ass and continuing in a lighter tone.

"Really I'm good, I appreciate the offer though." he finished the statement with a small smile that didn't reach his eyes.

In all honesty Peter didn't think he could talk about it even if he wanted to. How do you talk about the fact that you were single handedly responsible for the death of the only two father figures you've ever known. Uncle Ben through his inaction with that mugger, and Mr. Stark with his inaction with the gauntlet.

The teen had done the math and he was eighty percent sure he could've survived the snap had he been the one to do it. With his enhanced healing and vitality at worst he would have lost his arm, which in his opinion would have been well worth it to save his mentor. The entire world was feeling the loss of Tony Stark, and it was all because Peter was a coward.

He was brought out of his self deprecating thoughts as the woman across from him spoke again.

"Okay, if you're sure just know my door is always open if you change your mind."

Peter only nodded in response to her statement knowing he would never take her up on her offer.

The rest of lunch was a subdued affair, with most of the conversation being initiated by Carol as Peter was too wrapped up in his memories, and in no mood to talk.

After they had both finished their small mountains of food Peter gathered up both of their trays and went to dump all the trash. When he returned to the table he found Carol standing up waiting for him with a question on her lips.

" Hey I know you were planning on heading back into the city after lunch, but do you think you can stay for a little bit?"

The teen shrugged in response his previous mood not quite having left him yet before adding "Sure, I got nowhere to be" He then mentally added "Plus if I head back to the apartment now I'll have to keep going over those college thank you."

The teen then continued "What did you have in mind?"

His question was met with an innocent smile from the beautiful woman.

"OOF, I should've picked the freaking applications." Peter mumbled to himself as he laid flat on his back on the gym mat where he had been thrown for what seemed like the thirtieth time in the last fifteen minutes.

Apparently Carol's idea had been for them to do some training together, she assured him it would just be some light sparring.

"Light sparring my ass." the teen thought bitterly as he hefted himself back up to his feet to face the smirking blonde woman who had just thrown him on said ass.

"Come on Spider-Man you can do better than that, I saw you dodge worse while you were fighting the Scorpion" the beauty taunted.

Scowling the teen forwent a verbal response and instead rushed in with a quick left jab to the woman's face followed by a wild right haymaker. Both were easily blocked by the seasoned warrior who agiley stepped into Peter's guard and rocked him with a hard right to the gut followed by a knee to the chin when he was bent double by the first blow.

The teen dropped like a sack of potatoes and sat on the ground rubbing his now aching jaw before glaring up at the woman before him and snapping.

What the hell Carol that freaking hurt?' the teen almost yelled, truly angry with the woman for the first time since he'd met her.

"Did it? Good. Maybe now that I've shown you I can kick your ass you'll stop holding back." the woman responded immediately, all levity gone from her tone.

The teen once again scowled, this time at the floor beneath him "It's not that simple." He muttered quietly, but the woman still heard him.

"Oh yeah? How so, please enlighten me." she mocked

Pissed that he wasn't being taken seriously the teen yelled in response. "I could kill you!"

The veteran hero openly laughed at him as she heard him before responding in a sharp tone "Kid I have destroyed entire space armadas with my bare hands, and I have been training with my abilities for years. I know exactly what I can handle and what I can't, and trust me I can handle you." she goaded, having an inkling what Peter was saying but wanting to hear it from him.

Still angry that she didn't seem to understand him, Peter responded just as sharply " Well you may know your limits, but I don't." He sighed and ran his hand through his hair before continuing.

"The first thing I did after I got these powers was rip the door off of a cab, it was easy like tearing tissue paper. Ever since I got the bite it's felt like I have been living in a world made of cardboard. For the first year every interaction was filled with anxiety, by doing something as simple as giving my aunt a hug I could snap her spine like a toothpick. So I spent every second of every day learning how to suppress my strength. Hell even when I take a hit if I don't move with the blow I can shatter someone's hand." The teen had learned that the hard way early on in his career as Spider-Man when a would be mugger got in a lucky shot and ended up in the hospital.

He looked up at Carol and continued, this time with no heat to his voice. " I have never used my full strength before, because if I did I would murder everyone I touched...And that thought terrifies me."

The galactic heroine stared at him with a soft look in her eyes before responding. " I understand that Peter, I really do, but now that you're avenger times are changing. You're gonna face threats unlike anything you've ever seen before. Threats on par with Thanos, possibly even worse. If you hold back against enemies like that then you're dead. You have been able to handle pretty much everything that has been thrown at you as a hero relying solely on your superior strength and reflexes, but what happens when you fight someone stronger and faster."

She paused seeing the understanding bloom on his face before continuing. " The world needs Spider-Man, and I don't want to see anything happen to you Peter knowing that I could prevent it."

She stopped and reached out a hand for the teen to grasp before continuing "So I'm gonna ask you one more time, please come at me with everything you got."

Peter accepted her hand and stood to his feet with a determined glint in his eye.

He nodded once and then he was gone.

He appeared above her coming down with a slamming axe kick that the blonde was hard pressed to block. As his heel slammed into her arms she actually felt her knees buckle a bit.

She pushed him off before going on the offensive herself. She was a blur of motion jab, left, right, uppercut, followed by a roundhouse. None of them landed, the teen dodging each one with an almost impossible grace before grabbing the heroine's heel as she finished her kick.

With a shout of exertion he spun and slung her across the room, too stunned by the unexpected move she didn't activate her flight in enough time to avoid being slammed into a pile of mats stacked against the far wall.

She stood and with a smile on her face made a come on motion with her fingers.

The teen immediately obliged, he was on her in a second raining down harsh blows all over her guard. Her defense proved to be too great though as none of the blows could get through to lad a solid hit.

They continued in that same vein for the next twenty minutes each one giving it their all in their attempt to knock out the other.

Carol then saw her chance when the teen over extended on a punch that left him wide open for a counter. She deflected his swing with the side of her arm before connecting a jaw rattling uppercut to the chin. When the teen stumbled from the heavy hit she caught him with a devastating front kick to the chest which sent the spider skidding back across the gym floor. She pressed her advantage rushing forward to take the fight to him.

Peter was of two minds at the moment. For the first time in three years Peter felt one hundred percent unrestrained and it was glorious to be able to go all out without worrying about killing someone, on the other hand even with all that unrestrained power he was currently getting his ass kicked.

Just like his previous fight against The Scorpion Peter found himself to be faster and more agile than his opponent but not quite as strong, well at least it seemed that way seeing as Peter hadn't been able to land a solid hit yet.

He was brought out of his analysis as his spider sense screamed at him for the fiftieth time warning him of a precise left hook aimed for his temple. It was truly the only reason he was still standing, without it he was sure Carol would've knocked him on his ass already.

Even so all things considered he felt that he wasn't doing too bad so far. He had managed to catch her off guard with that throw earlier and while he wasn't sure he hadn't imagined it the teen thought he had seen her wince when she blocked his last punch in their last exchange

Carol was obviously the superior combatant but Peter's instincts and spider sense were keeping him solidly in the fight.

Well until now. His spider sense blared, but due to fatigue he was too slow to react in time.

He suddenly felt his feet get knocked out from under him courtesy of a well timed leg sweep from the blonde, he felt the woman jump on top of him pinning his limbs to the ground with her own.

For a moment the only sounds were their heavy breathing as they both recovered from the vicious bout.

"Looks like I win." The super powered blonde teased with a smirk.

It was at this point that Peter realized that there was a beautiful woman laying on top of him with her face mere inches from his. The teen could feel her breasts pressed into his as she panted heavily trying to regain her lost breath. The deep red coloring his cheeks now had absolutely nothing to do with the fight.

If Carol noticed their predicament she didn't comment as she leaned up supporting herself on her arms while still straddling his waist and with a pleased smile on her face said " Not bad Peter Parker. You're unrefined, but you have a ton of potential. I haven't had a work out like that in a long time."

At her statement the teens cheeks burned even brighter as he heard the double entendre in her words that he was sure she didn't intend on.

"Heh thanks, Carol, but uh would you mind getting off now, my bruises have bruises."

The woman started as if just realizing the position they were in and with an almost imperceptible shade of pink to her ears quickly untangled herself from the young man and offered an apology.

Peter waved it off as he stood to his feet and stretched "God I feel like I got hit by a bus, and I actually know what that feels like it's happened to me twice." the teen quipped

Marvel laughed before handing the teen a bottle of water. He gladly accepted and started to greedily suck it down while she began speaking. "Really though Peter you did great. I think I have definitely found my new sparring partner. The others are just no competition physically, though Barnes is close."

Peter preened a bit at the praise before he was swiftly brought back to earth.

" But you're sloppy, you seem to have zero fighting style relying purely on instinct and that thing… What was it that Happy called it?" She lit up as she remembered "Oh yeah your Peter Tingle."

The teen was mortified.

"It is not called my _Peter Tingle, _it's called my Spider Sense." the wall crawler said vowing to kill Happy the next time he saw him.

"Eh tomato tomahto, either way you have no skill, which is what we are gonna be working on for the foreseeable future." she responded flippantly before continuing

"But for now let's go get cleaned up and change back into our clothes. Meet me outside in ten?"

The spidery teen nodded and watched as she walked back to her locker room the whole time thanking God that yoga pants existed.

After shaking himself out of his hormone filled stupor he drank the rest of his water and headed to his own locker room to take a quick and probably cold shower.

At ten minutes right on the dot Peter walked out of the locker room back in his clothes from earlier to find a similarly dressed Carol waiting on him.

"I guess you're headed back to the city now huh?"

Peter once again found himself of two minds. One the one hand he hadn't gone out on patrol all week due to his injuries, and he was itching to get back out there. But on the other hand he was freaking exhausted, that fight with his fellow avenger had worn him out and he honestly didn't know if he'd have the energy to go out and patrol.

It didn't help that he knew he had a big cushy king size bed here at the compound that he had been dying to try out.

In the end it was the bed that convinced him. " Nah I think I'm gonna stay here for the night, I'm beat." the teen said, punctuating his statement with a wince before adding "Literally."

The cosmic avenger nodded "That's probably for the best, you don't need to go out on patrol tonight anyway especially after I pushed you so hard in training even though you just recovered."

The blonde frowned as she felt a twinge of guilt, Peter had only just been released to light duty today and she had made him go all out in that spar. Now she kind of felt like a dick.

Peter saw her frown and tried to distract her from whatever was suddenly bothering her. "Speaking of patrols I saw on the news where Captain Marvel apprehended a guy with a waffle iron stuck on his privates… Care to explain?" he asked with laughter in his voice.

Her frown vanished at the teens words and was replaced with a satisfied smirk. "I busted him stealing from a home goods store."

When she didn't continue Peter prodded "and how exactly did that equate to him getting his business waffled?"

"He may have made some rather unpleasant comments about my flight suit."

At the teens raised brow she continued

"I believe his exact words were and I quote "Hey pretty lady that's a nice suit, it would look even better on my bedroom floor" end quote".

Peter winced a bit "I can understand now wanting criminals to hit on you, but that sounded pretty tame. Did it really require a waffle iron."

She smiled "That? No, that was just the first part. What got him the waffle iron was that while I was escorting him out of the store he copped a feel and called me "Sugar Tits".

The teens mouth dropped open

"So then I waffled his junk." she said proudly

The teen then made an obvious show of putting some distance between Carol and himself.

She chuckled at his antics before starting on another line of thought.

"Hey since you're staying here tonight why don't we head over to my room and watch a movie while it's still early."

It was at that point that Peter's brain ceased to function, but Carol continued on seeming to not notice.

"We can pop some popcorn and get some soda from the fridge and make a night of it. Whaddya say?"

Peter knew he had to say something, but his traitorous brain was refusing to cooperate.

"Pete?"

Her second inquiry jump started the teens brain and he responded with the first thing that came to his mind.

"Totes MaGoats, sounds like a plan stan."

He truly hated himself sometimes.

The blonde just laughed, the sound making Peter feel warm inside the two continued on their way.

After a quick stop at the communal kitchen for popcorn and a few sodas the pair made their way to Carol's room. It was rather spartan, hardly any decorations save for a few photos of her and an african american woman both of them in air force uniforms. The only other thing of note was a large tv mounted to the wall above a nice dresser that faced the bed.

Carol laid out on the bed and grabbed her remote to start flipping through the movie options while Peter stood awkwardly next to her searching for somewhere to sit.

"Sorry Pete I don't have any chairs or anything you'll just have sit on the bed."

Peter shook his head "No I couldn't do that I can just sit on the floor, or the ceiling for that matter. It's no big deal really."

Carol frowned "Don't be ridiculous Parker just get on the bed, I'm sure your body is screaming at you right now and this soft bed is gonna feel way better than the floor or the...ceiling."

Peter, not wanting to upset the woman capable of making him sit on the bed if she wanted, just nodded and sat down next to the blonde.

Eventually they decided on an old sci-fi flick starring Tom Cruise called Minority Report. As the movie went on Peter felt himself becoming more and more relaxed as his body finally started to give out from exhaustion.

He was so tired he was probably imagining it and would have no recollection of it in the morning, but just as he was falling asleep he could've sworn he felt someone running their fingers through his hair.

It was the best sleep he had gotten in months.


	7. Chapter 7

**We are back with Chapter 7 folks. Sorry for the wait, I have been super focused on my other story A debt Unpaid, and couldn't seem to stop working on it to finish this chapter, but I eventually managed to pry myself away to crank out this puppy.**

**I Hope you guys enjoy it.**

** Please review I love your feedback. **

**Y'all are awesome!**

**P.S.** **Everyone who has already reviewed should be expecting a PM from me. That is how I will be answering all reviews and questions. **

The sound of coffee hitting the bottom of her cup was the most beautiful sound Carol had ever heard as she stood at the counter of her small personal kitchen area in the avengers compound.

She savored the taste of the bitter liquid, and the much needed energy it would provide her as she felt herself begin to perk up a bit, from her rather rough night.

The golden haired beauty was exhausted thanks in no small part to the brown haired, doe eyed, spider themed vigilante currently drooling on her pillow back in her bedroom.

After the teen had passed out during their movie last night she had decided against waking him up since she felt partly responsible for his exhaustion to begin with. In her mind it was no big deal if they shared a bed, she had bunked with plenty of friends and teammates throughout the years with no issues.

Though with Peter the situation differed a bit.

To the best of her memory, she had never played with any of her other friend's hair as they fell asleep with their head practically in her lap.

She honestly had no idea how they had even arrived at that position, or when she had started running her fingers through his surprisingly soft hair, but it had definitely happened.

Though that odd development in and of itself though was not the reason the heroine was so tired. No, her exhaustion was due to the fact that after the movie had ended and she had shifted the teen to lay next to her instead of on top of her he had started to move.

And he didn't stop moving for the rest of the night.

The younger man was constantly twitching or shifting some part of his body. Twice she had been kicked in the shin by an unconscious jerk of Peter's leg.

It got so bad that after an hour of restless movement the woman decided to screw being nice, and just wake him up and send him to his own room.

But just as she had been about to shove the teen awake she heard him brokenly cry out.

"Mr. Stark, Mr Stark please…. Tony, please wake up, plea- please get up….. I can't do this without you… please, don't leave me."

"Nightmares" she thought sorrow filling her mind as she watched the young man who was so strong while awake, desperately begging for his dead mentor not to leave him.

Without a second's hesitation Carol pulled the younger hero into her chest, all thoughts of sending him off to his own room gone, and gently began to stroke the teens hair while softly whispering comforting assurances into his ear.

The effects were almost immediate, Peter stopped mumbling, and his entire body seemed to relax as he pressed himself closer to the blonde woman and buried his face into the crook of her neck. They laid like that for several hours before the Captain also managed to fall asleep.

Her rest was not to last though as her extremely inconvenient internal clock decided to wake her up at 5:30 just like it did every other morning.

Which was how she found herself in her kitchen at six a.m., extremely tired yet unable to go back to sleep due to her body's natural habits.

She considered waking Peter and heading down for breakfast, but quickly cast that idea off.

She knew that if the teen saw how exhausted she was he would put two and two together and blame himself, plus he may realize what happened last night and be absolutely mortified that she had seen him at his weakest.

No, Carol decided she would let the teen sleep, he deserved it after everything that had happened yesterday.

Seeing nothing else to do the blonde bombshell chose to go ahead and start her morning exercises.

It was mostly yoga, just to keep limber and help her prepare her mind for the day ahead, followed by a few sets of sit ups and push ups. The workout was unnecessary for maintaining her strength or her figure, but Carol found she enjoyed the routine. It helped her focus, and reminded her of the old days when she was in the airforce with Maria.

She had just reached her one-thousandth sit up when she heard footsteps behind her.

"Good morning Carol, you seem to be rather busy this morning." came the slightly accented voice of Wanda Maximoff as she walked into Carol's living room.

The blonde stood up and turned to the younger woman before offering her own greeting.

"Hey Wanda, not really, just finishing up here" she paused as she removed the pony tail she had tied her hair up in while she exercised, letting her blonde locks cascade down onto her shoulders before continuing.

"What's up?" she asked, walking to the fridge to grab a bottle of water.

The sokovian followed her and took a seat at the kitchen counter before responding.

"I was bored, and decided to see if you wanted to join me for breakfast." The brunette stated simply as she snagged an apple from the bowl of fruit in front of her.

She took a bite before continuing.

I was going to invite Peter as well, but when I stopped by his room Friday said he wasn't there so I guess he went home earlier this morning."

Carol blanched as she remembered the sleeping teen in her bed.

"Uuhh, actually-" she began, intending to decline the offer and get rid of the younger woman before she found out about her "guest" and got the wrong idea.

Unfortunately for her Peter Parker had chosen that exact moment to exit her bedroom still rubbing the sleep from his eyes as he called out to her.

"Carol I am so sorry about last night. I don't know what happened, normally I can last a lot longer than that, so I'm really embarrassed I gave out so quickly." He yawned.

"But I guess it was just a testament to how hard you worked me beforehand." He paused and stretched his arms above his head, popping his neck before continuing.

"God, my back is still sore from where you pinned me, but on the plus side that was honestly the best sleep I've had in months so…"

He trailed off as his vision finally came into focus and he saw Wanda staring at him, open mouthed, from her seat at the counter, and a face-palming Carol standing behind her desperately trying to force the heat from her cheeks.

"Well so much for that plan." Carol thought as she watched the realization of what he'd said dawn on the younger man's face.

He immediately started spazzing.

"Oh God, That's not what it sounded like, we just slept together!" Peter yelped before back tracking.

"Not like "slept together" slept together, I just slept in her bed last night. Nothing sexual about it at all, just good ole sleep, no sex here, no ma'am." he rambled lamely

Seeing his spiraling distress Carol intervened.

"What Pete is trying, and utterly failing to say is that we were watching a movie in my room after training yesterday, and he fell asleep. Since he had just been released back to active duty that day coupled with the fact that our training session was particularly intense I decided to just let him crash in my room instead of waking him up." She stated calmly though there was still a bit of pink around the tips of her ears.

Peter took that moment to jump in "Yes, exactly what she said."

Wanda just stared back and forth between the two of them for a long moment before finally responding.

"Ooookay, well-" she paused turning to face Carol with a teasing smirk on her face before continuing

"I think we can rain-check that breakfast. Clearly you have other _business _to attend to." she finished before walking towards the door.

As she passed the still beet red Peter she flashed him a grin "Good job Pete, didn't know you had it in you."

The sokovian woman was then out the door before the embarrassed teen could even so much as let out a squawk of protest.

"Well, that went terribly." Carol dryly stated before she finished her bottle of water.

Peter was instantly filled with guilt.

"Carol, I am so so sorry. I should've gone to my room when I felt myself falling asleep, but your bed was so comfy, and I was sooo tired," he hung his head in shame, "I kicked you out of your own bed, and now Wanda is gonna think something is going on. I'm a total asshole."

Carol shook her head at the teens self-depreciation before walking over and putting her hand on his shoulder.

"First of all, I can handle Wanda, and you are not an asshole. You were exhausted which was partly my fault." she stated firmly trying to assure the younger hero

Second, I could have very easily woken you up and sent you to your own room, but _I _chose not to, and third,"

She removed her hand from his shoulder and walked back to the kitchen before finishing.

"You didn't kick me out of my bed, we shared it."

Peter's mind froze as he processed the blondes last words.

They had shared the bed…. Peter had spent all night cuddled up next to the most beautiful woman he had ever seen and he hadn't even known it.

"Just my luck." he thought bitterly

It was then that Peter thought of the other possibility her statement brought forth.

He remembered having a particularly nasty nightmare last night, and he knew when that happened things tended to get pretty rough.

Depending on the severity of the dream his night terrors could range from light mumbling and a little sweating to thrashing around and screaming.

He prayed it was the former, because the teen didn't know if he could live down the mortification of keeping Captain Marvel up all night because he was blubbering like a baby.

His dream last night had been a bit different though. At first it was the same old horrible scene he was subjected to most nights, he watched as Tony died in front of him over and over again while everyone he knew yelled out that Spider-Man was to blame.

But then it had changed.

Suddenly in the middle of all the death and misery he had felt a warmth spread through his entire body numbing the aching pangs of loss. Then soft comforting whispers that he couldn't quite understand had begun to fill his ears, drowning out the accusing screams of failure and setting him at ease.

After that he had slept soundly with no issues, but it was his time spent in the first part that he was worried about.

"So we shared a bed all night?" the teen managed to ask.

"Yup" Carol responded easily as she rummaged through her cabinets for a couple of cereal bowls.

"Did I…" the teen paused unsure of how to phrase his statement before soldiering on.

"Did I wake you up at all?"

The blonde's hand froze just for a moment at his words, but she managed to hide the action by grabbing the bowls she had finally found.

"Nope," she paused as she poured two bowls of Cheerios before passing one to the teen and continuing.

"I slept like a baby." She lied without hesitation.

The woman had been right earlier, apparently Peter knew about his night terrors, and was doing his best to make sure that she hadn't found out without giving himself away.

Peter nodded looking relieved before digging into his breakfast.

Carol sighed internally as she took a bite of her own cereal. "Men." she thought to herself exasperatedly before continuing.

"Always so terrified of showing weakness, it's ridiculous"

She glanced at the spider themed hero out of the corner of her eye as he happily munched on his food.

Nightmares were nothing to be ashamed of, hell she used to have them all the time, and still did occasionally.

It was just a hazard of the job. As heroes they saw some pretty messed up stuff, and all that negativity had to come out somewhere. Dreams just happened to be the easiest release valve.

But as she remembered the sight of the younger man's sweat covered brow, and his features twisted up into an expression of despair she couldn't help but think there was something fundamentally wrong with it happening to Peter Parker.

A few minutes passed with no sounds other than light chewing or the soft scraping of a spoon on the bottom of the bowl before the younger of the two heroes stood up, finished with his cereal and deposited his bowl into the dishwasher.

He then turned to Carol and briefly made eye contact before suddenly finding the floor very interesting and saying.

"Well thanks for breakfast and the sleepover and all, but I had better head back into the city,"

He paused rubbing the back of his head sheepishly for a moment before adding in a hesitant tone "I had fun last night Cap, we should totally do it again. But without the terribly awkward morning after."

The blonde chuckled lightly and responded with a nod before adding.

"Of course Pete, for you my door is always open." She stopped for a moment and walked over to pull the younger hero into a hug.

"For anything at all, I mean it, I'll always be there." she said seriously as she held him tightly

Peter on his part was completely floored by the unexpected physical contact. He was so caught off guard he didn't even have a chance to get flustered at the fact that the object of his affections was holding him so close.

"Thanks Carol, that means a lot." he said, still confused at the woman's intentions.

The cosmic heroine released him and offered a kind smile, which the teen reciprocated easily before he turned and headed towards the door.

Just as his hand reached the nob he heard his friend call out to him.

"Oh and next time, I fully expect you to last all night Peter Parker."

He looked back and saw her teasing smirk signifying that she knew exactly how she had phrased that statement, which of course made the teen burn bright red before he quickly opened the door and rushed out with the sound of his fellow avenger's bell like laughter following him.

The teen took a moment out in the hallway to calm down from his friends teasing before he headed to the main lobby to see if he could get a ride back to Queens.

He was proud to say he managed to locate the front desk with relative ease, only getting lost twice before arriving at his destination.

The woman working the front desk was of small stature, with short cropped brown hair, and a headset on as she watched the several screens displaying different parts of the compound sitting on her desk with a severe look on her face.

Peter hesitantly walked up to her and offered a friendly "Hello." to get her attention.

His voice brought her out of her surveillance as she turned to him, her severe expression morphing into one of a peppy customer service employee as she said.

"Good Morning Mr. Parker, how can I help you today."

Peter was relieved at the change of attitude, she had seemed rather intimidating.

"Hey, I was just wondering if it would be possible for someone to give me a ride back home?" he asked fully aware of how pathetic it sounded for a superhero to ask for a ride.

"Man, I really need to get my license." he thought before the woman responded.

"Absolutely sir," she typed a few things into her keyboard before continuing.

"Bill will meet you out front in two minutes." she finished cheerily as she gestured for the door.

Peter smiled in return. "Thanks-" he paused as he looked for her ID badge, "Doreen, I really appreciate it.

The woman grinned revealing slightly oversized front teeth before responding, "Of course Mr. Parker. You have a great day."

The teen waved as he walked out to find a blacked out Lincoln Navigator, with a familiar black shaded agent standing outside of it holding the back door open.

"Buzz cut!" Peter thought in recognition of the stern man who had driven him to the compound after that fire a while ago.

After he got into the car and the man pulled away Peter figured he should say something this time.

"So your name is Bill, mine's Peter." He waited for a response and when he didn't receive one he continued.

"The last time we met I was too banged up to say it, but thanks for picking me up before. You saved me a very rough walk."

Still receiving nothing, not even a nod in response, the arachnid themed hero decided to forego his attempts at conversation and just play on his phone for the rest of the ride.

After a silent forty-five minute trip they arrived at the building where the Parkers were currently staying.

Peter, slightly offended by the man's silent treatment, got out of the car as soon as the tires stopped without uttering any sort of goodbye and walked around the front towards the lobby.

From the corner of his eye he saw the older man exit the vehicle as well and go to follow him.

He roughly turned around and said "I got it from here man, you're good."

The man shook his head and offered the teen a small card and a kind smile before turning around and heading back to the car. Curious Peter read the short piece of paper and immediately felt like an asshole.

"Forgive me for my silence, I am deaf and unfortunately cannot read lips while driving."

Yep definitely an asshole.

"Anytime you need a ride Spider-Man, just shoot me a text and I'm there." At the bottom of the card was a phone number presumably the man's cell.

Peter sighed, and pulled out his phone and texted the man a quick thank you and an apology before pocketing the device and heading towards the elevator.

Upon arriving at his apartment he unlocked the door and stepped through before calling out "May I'm home."

His keen senses instantly caught a gasp and faint whispers coming from his Aunt's bedroom followed by what sounded like someone banging around.

"What the hell is going on here." he thought before he remembered his fear that the scorpion may have known his identity.

Peter instantly rushed to May's room and busted through the doorway in a fighting stance to find a sight that would haunt him for the rest of his life.

There in the bedroom room was his aunt laying on the bed covering herself with a blanket, and next to the bed completely naked except for a small throw pillow covering his delicates, was Happy Hogan.

"WHAT THE F-" he began yelling before May cut him off.

"OH MY GOD, PETER! What happened to knocking!?"

Happy just stood there like a deer in headlights before he turned tail and ran into the small bathroom connected to the bedroom.

The teen just stood there in horror as the scene in front of him sunk in..

Happy was naked, with May….

The older Parker eventually found her voice again as she spoke to the young hero.

"Peter, we can talk about all of this in a minute, but I'm gonna need you to get out of my room so that Happy can stop hiding and we can get dressed, okay."

The teen just nodded dumbly and backed out of the room shutting the door behind him as he walked to the living room and contemplated washing his eyes out with bleach to rid himself of the mental image of Happy's pale behind.

After about ten minutes May and Happy entered the living room , thankfully both were fully clothed this time.

The two males refused to meet each other's gaze so May started the conversation.

"Now Peter, I know you probably have a lot of questions, but I'm just gonna go ahead and answer one of them." she paused and grabbed Happy's large hand in hers.

"Happy and I are dating, and have been for a few months now."

Peter was shocked to say the least.

"Months!? Months, and you didn't tell me." his ranting then turned inward as he berated himself

"How blind was I to not notice this?"

As he thought back, now all of May's "overnight" shifts started to make sense, along with how weird Happy had been when he caught him on that phone call the other day.

Seeing his sour expression, the Parker matriarch continued.

"We wanted to tell you sweetie, it was just with everything you were dealing with there never really seemed to be a right time."

Those words sobered the teen even more.

"Just how big of a funk was I in for it to be that noticeable." he thought sullenly

It was at this point that Happy spoke up.

"Look kid, I'm sorry I kept this from ya. It was mostly my doing, I was afraid you wouldn't like the fact that it was me your Aunt was with so I asked her to hold off." He paused and looked the teen in the eye before continuing.

"If there is anyone you should be mad at it's me, not your Aunt." he finished solemnly

Peter shook his head at the man's almost resigned tone.

"I'm not mad." he said slowly, choosing his words carefully.

"I mean yeah, I would have liked to have been told sooner, but May, who you date is entirely up to you." He then looked at the older man before adding

"And Happy is a great guy, who already knows about Spider-Man which makes the whole double life thing a lot easier."

The two older people were floored at how well the young man was taking the news.

"You mean that Pete, you're really not mad?" Happy asked hopefully.

The teen just nodded in response.

"Really Happy, I'm not mad, and as long as I never have to see your butt again I wont be mad." he stopped and stood from his seat on the couch before heading towards his small room. "I am tired though so I'm gonna grab a few more hours of sleep before I go out on patrol."

May and Happy shared a relieved look at the teen's acceptance before they heard Peter's voice again.

He had turned back to them and was staring directly at Happy as he said one last thing.

"But just so you know Happy, if you hurt her I can literally tear you limb from limb." he smiled cheerily. "Just something to consider" he added before closing his door.

The elder man paled a bit at the teen's words before May pressed a kiss to his cheek.

"Aww he's just joking dear, Peter wouldn't do that." she smirked before adding

"He'd just drop you off a building." she finished teasingly before heading to the kitchen to make breakfast.

Happy just sat there, frozen, questioning his life choices, until the sweet smell of pancakes brought him out of his stupor.

In his room Peter wasn't actually sleeping, he was currently sitting on his wall in a crouched position that was oddly comfortable for him and thinking over everything that had happened.

The brown haired teen was replaying his morning over and over again in his head analysing every detail of his conversation with Carol, choosing to think of the blonde bombshell instead of the uncomfortable thought of Happy and May.

He couldn't believe he had slept in the same bed with Captain "Freaking" Marvel last night. It fulfilled countless fantasies he had had since he had met the woman almost a year ago.

"Well, mostly fulfilled, in most of those fantasies there wasn't much sleeping going on." he thought to himself cheekily

He then shook his head.

He seriously needed to get a grip on his feelings if he was going to continue to get closer to the woman. Obviously she couldn't return them so he needed to cut them off now before he made a fool of himself.

He sighed as he thought back on all of their interactions in the past few weeks.

"There had been times when she seemed like she might have been flirting with him, but that had just been her teasing him. Right?" he questioned himself, before assuredly answering.

"Of course he was right,there was no way that the beautiful Carol Danvers would ever intentionally flirt with him, dorky Peter Parker."

He had absolutely no chance.

He then remembered the hug she had given him and her declaration of always being there.

'While she may never think of him romantically, it was obvious that Carol cared about him."

Peter thought to himself as he dropped off the wall onto his bed and attempted to grab some sleep before continuing.

And he could live with that.

"For now." finished as he drifted off into a sleep filled with visions of a blonde beauty.


End file.
